Filing Details
- Accession Number:
- 0000950142-24-000346
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-11 19:00:00
- Filed By:
- Driven Equity Sub Llc
- Company:
- Driven Brands Holdings Inc.
- Filing Date:
- 2024-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Driven Equity Sub | 68,832,571 | 0 | 68,832,571 | 0 | 68,832,571 | 42.0% |
| Driven Equity | 0 | 68,832,571 | 0 | 68,832,571 | 68,832,571 | 42.0% |
| RC Driven Holdco | 0 | 68,832,571 | 0 | 68,832,571 | 68,832,571 | 42.0% |
| Roark Capital Partners III AIV | 0 | 68,832,571 | 0 | 68,832,571 | 68,832,571 | 42.0% |
| Roark Capital GenPar III | 0 | 68,832,571 | 0 | 68,832,571 | 68,832,571 | 42.0% |
| Neal K. Aronson | 0 | 68,832,571 | 0 | 68,832,571 | 68,832,571 | 42.0% |
| RC IV Cayman ICW Holdings Sub | 32,758,952 | 0 | 32,758,952 | 0 | 32,758,952 | 20.0% |
| RC IV Cayman ICW Holdings | 0 | 32,758,952 | 0 | 32,758,952 | 32,758,952 | 20.0% |
| RC IV Cayman ICW Equity | 0 | 32,758,952 | 0 | 32,758,952 | 32,758,952 | 20.0% |
| Roark Capital Partners IV Cayman AIV | 0 | 32,758,952 | 0 | 32,758,952 | 32,758,952 | 20.0% |
| Roark Capital GenPar IV Cayman AIV | 0 | 32,758,952 | 0 | 32,758,952 | 32,758,952 | 20.0% |
| Roark Capital GenPar IV Cayman AIV Ltd | 0 | 32,758,952 | 0 | 32,758,952 | 32,758,952 | 20.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
| Driven Brands Holdings Inc. |
| (Name of Issuer) |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
| 26210V102 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 2 of 18 |
| 1 | NAME OF REPORTING PERSON
Driven Equity Sub LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
68,832,571 (1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
68,832,571 (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
OO |
| (1) | Includes 29,535,108 shares previously held directly by Driven Equity LLC. | |
| (2) | Based on 163,959,225 shares of common stock, par value $0.01 per share (the “Common Stock”) that were issued and outstanding as of November 6, 2023 as reported in the Quarterly Report on Form 10-Q of Driven Brands Holdings Inc. for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 9, 2023 (the “Third Quarter 10-Q”). |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 3 of 18 |
| 1 | NAME OF REPORTING PERSON
Driven Equity LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
68,832,571 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
68,832,571 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
HC |
| (1) | In its capacity as the sole member of Driven Equity Sub LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported in the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 4 of 18 |
| 1 | NAME OF REPORTING PERSON
RC Driven Holdco LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
68,832,571 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
68,832,571 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
HC |
| (1) | In its capacity as the sole member of Driven Equity LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported in the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 5 of 18 |
| 1 | NAME OF REPORTING PERSON
Roark Capital Partners III AIV LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
68,832,571 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
68,832,571 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the sole member of RC Driven Holdco LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported in the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 6 of 18 |
| 1 | NAME OF REPORTING PERSON
Roark Capital GenPar III LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
68,832,571 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
68,832,571 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the general partner of Roark Capital Partners III AIV LP. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported in the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 7 of 18 |
| 1 | NAME OF REPORTING PERSON
Neal K. Aronson | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
68,832,571 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
68,832,571 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,832,571 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
IN |
| (1) | In his capacity as the managing member of Roark Capital GenPar III LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 8 of 18 |
| 1 | NAME OF REPORTING PERSON
RC IV Cayman ICW Holdings Sub LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
32,758,952 (1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
32,758,952 (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
OO |
| (1) | Includes 14,056,415 shares previously held directly by RC IV Cayman ICW Holdings LLC. | |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 9 of 18 |
| 1 | NAME OF REPORTING PERSON
RC IV Cayman ICW Holdings LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
32,758,952 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
32,758,952 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
OO |
| (1) | In its capacity as the sole member of RC IV Cayman ICW Holdings Sub LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 10 of 18 |
| 1 | NAME OF REPORTING PERSON
RC IV Cayman ICW Equity LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
32,758,952 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
32,758,952 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
HC |
| (1) | In its capacity as the sole member of RC IV Cayman ICW Holdings LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 11 of 18 |
| 1 | NAME OF REPORTING PERSON
Roark Capital Partners IV Cayman AIV LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
32,758,952 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
32,758,952 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the sole member of RC IV Cayman ICW Equity LLC. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 12 of 18 |
| 1 | NAME OF REPORTING PERSON
Roark Capital GenPar IV Cayman AIV LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
32,758,952 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
32,758,952 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
PN |
| (1) | In its capacity as the general partner of Roark Capital Partners IV Cayman AIV LP. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 13 of 18 |
| 1 | NAME OF REPORTING PERSON
Roark Capital GenPar IV Cayman AIV Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
32,758,952 (1) | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
32,758,952 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,758,952 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (2) | |
| 12 | TYPE OF REPORTING PERSON
HC |
| (1) | In its capacity as the general partner of Roark Capital GenPar IV Cayman AIV LP. |
| (2) | Based on 163,959,225 shares of Common Stock that were issued and outstanding as of November 6, 2023 as reported on the Third Quarter 10-Q. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 14 of 18 |
| ITEM 1. | (a) | Name of Issuer: |
| Driven Brands Holdings Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 440 South Church Street, Charlotte, NC 28202 | ||
| ITEM 2. | (a) | Name of Person Filing: |
| This Schedule 13G is being filed jointly by each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to a joint filing agreement, dated January 28, 2022, a copy of which is attached hereto as Exhibit 1: | ||
| 1. | Driven Equity Sub LLC | |
| 2. | Driven Equity LLC | |
| 3. | RC Driven Holdco LLC | |
| 4. | Roark Capital Partners III AIV LP | |
| 5. | Roark Capital GenPar III LLC | |
| 6. | Neal Aronson | |
| 7. | RC IV Cayman ICW Holdings Sub LLC | |
| 8. | RC IV Cayman ICW Holdings LLC | |
| 9. | RC IV Cayman ICW Equity LLC | |
| 10. | Roark Capital Partners IV Cayman AIV LP | |
| 11. | Roark Capital GenPar IV Cayman AIV LP | |
| 12. | Roark Capital GenPar IV Cayman AIV Ltd. | |
| (b) | Address of Principal Business Office, or if none, Residence: | |
| The address of the principal business office of each of the Reporting Persons is: c/o Roark Capital Management, LLC 1180 Peachtree Street, Suite 2500 Atlanta, GA, 30309 | ||
| (c) | Citizenship: | |
| 1. | Driven Equity Sub LLC is a Delaware limited liability company. | |
| 2. | Driven Equity LLC is a Delaware limited liability company. | |
| 3. | RC Driven Holdco LLC is a Delaware limited liability company. | |
| 4. | Roark Capital Partners AIV III LP is a Delaware limited partnership. | |
| 5. | Roark Capital GenPar III LLC is a Delaware limited liability company. | |
| 6. | Neal Aronson is a citizen of the United States of America. | |
| 7. | RC IV Cayman ICW Holdings Sub LLC is a Cayman Islands exempted limited liability company. | |
| 8. | RC IV Cayman ICW Holdings LLC is a Cayman Islands exempted limited liability company. | |
| 9. | RC IV Cayman ICW Equity LLC is a Cayman Islands exempted limited liability company. | |
| 10. | Roark Capital Partners IV Cayman AIV LP is a Cayman Islands exempted limited partnership. | |
| 11. | Roark Capital GenPar IV Cayman AIV LP is a Cayman Islands exempted limited partnership. | |
| 12. | Roark Capital GenPar IV Cayman AIV Ltd. is a Cayman Islands exempted limited liability company. | |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 15 of 18 |
| (d) | Title of Class of Securities: | ||
| Common Stock, par value $0.01 per share of Driven Brands Holdings Inc. | |||
| (e) | CUSIP Number: | ||
| 26210V102 | |||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: | ||
| (a) | [__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o) | ||
| (b) | [__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) | ||
| (c) | [__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) | ||
| (d) | [__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | ||
| (e) | [__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E) | ||
| (f) | [__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | [__] A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) | ||
| (i) | [__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) | ||
| (j) | [__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | [__] Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| ITEM 4. | OWNERSHIP | ||
| (a)- (c) Amount beneficially owned: | |||
| The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Section 13G are incorporated herein by reference.
Pursuant to Rule 13d-4 of the Act, unless otherwise noted herein, neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it or he is the beneficial owner of any of the Common Stock or other securities referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its or his pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person other than the holders of record of the securities. | |||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | ||
| Not applicable. | |||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | ||
| Not applicable. | |||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | ||
| Not applicable. | |||
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 16 of 18 |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. | |
| ITEM 10. | CERTIFICATION. |
| Not applicable. |
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 17 of 18 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2024
| DRIVEN EQUITY SUB LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| Driven Equity LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| RC Driven Holdco LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| Roark Capital Partners III AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| Roark Capital GenPar III LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| Neal K. Aronson | ||||
| /s/ Neal K. Aronson | ||||
| CUSIP No. 26210V102 | SCHEDULE 13G | Page 18 of 18 |
| RC IV Cayman ICW Holdings SUB LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| RC IV Cayman ICW Holdings LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| RC IV Cayman ICW Equity LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital Partners IV Cayman AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital GenPar IV Cayman AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital GenPar IV Cayman AIV Ltd. | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: January 28, 2022
| DRIVEN EQUITY SUB LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| Driven Equity LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| RC Driven Holdco LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| Roark Capital Partners III AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| Roark Capital GenPar III LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | General Counsel and Secretary | |||
| Neal K. Aronson | ||||
| /s/ Neal K. Aronson | ||||
| RC IV Cayman ICW Holdings SUB LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Vice President, General Counsel and Secretary | |||
| RC IV Cayman ICW Holdings LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| RC IV Cayman ICW Equity LLC | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital Partners IV Cayman AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital GenPar IV Cayman AIV LP | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||
| Roark Capital GenPar IV Cayman AIV Ltd. | ||||
| By: | /s/ Stephen D. Aronson | |||
| Name: | Stephen D. Aronson | |||
| Title: | Director | |||